FORM 10-Q
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
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39-1630919
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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N56 W17000 Ridgewood Drive,
Menomonee Falls, Wisconsin
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53051
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨¬
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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OTHER INFORMATION
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Item 1A.
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Item 2.
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Item 6.
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(Dollars in Millions)
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July 29,
2017 |
January 28,
2017 |
July 30,
2016 |
||||||
Assets
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(Unaudited)
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(Audited)
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(Unaudited)
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||||||
Current assets:
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|
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|
||||||
Cash and cash equivalents
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$
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552
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$
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1,074
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$
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700
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Merchandise inventories
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3,853
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3,795
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3,928
|
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|||
Other
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335
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378
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|
327
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|||
Total current assets
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4,740
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5,247
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4,955
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Property and equipment, net
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8,068
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8,103
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8,192
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Other assets
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230
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224
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213
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Total assets
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$
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13,038
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$
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13,574
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$
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13,360
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||||||
Liabilities and Shareholders’ Equity
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||||||
Current liabilities:
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Accounts payable
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$
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1,370
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$
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1,507
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$
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1,375
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Accrued liabilities
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1,069
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1,224
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1,146
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Income taxes payable
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43
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|
112
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|
155
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|
|||
Current portion of capital lease and financing obligations
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133
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131
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127
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|||
Total current liabilities
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2,615
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2,974
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2,803
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Long-term debt
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2,796
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2,795
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2,793
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Capital lease and financing obligations
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1,637
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1,685
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1,709
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|||
Deferred income taxes
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271
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272
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184
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Other long-term liabilities
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691
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671
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656
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Shareholders’ equity:
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||||||
Common stock
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4
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4
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4
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Paid-in capital
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3,026
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3,003
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2,973
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Treasury stock, at cost
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(10,596
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)
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(10,338
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)
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(10,047
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)
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|||
Accumulated other comprehensive loss
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(12
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)
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(14
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)
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(16
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)
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Retained earnings
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12,606
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12,522
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12,301
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Total shareholders’ equity
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5,028
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5,177
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5,215
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Total liabilities and shareholders’ equity
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$
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13,038
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$
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13,574
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$
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13,360
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(Dollars in Millions, Except per Share Data)
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Three Months Ended
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Six Months Ended
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||||||||||
July 29,
2017 |
July 30,
2016 |
July 29,
2017 |
July 30,
2016 |
|||||||||
Net sales
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$
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4,144
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$
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4,182
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$
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7,987
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$
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8,154
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Cost of merchandise sold
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2,511
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2,532
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4,956
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5,092
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Gross margin
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1,633
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1,650
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3,031
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3,062
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Operating expenses:
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||||||||
Selling, general and administrative
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983
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986
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1,958
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1,994
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Depreciation and amortization
|
243
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234
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|
482
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468
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|
||||
Impairments, store closing and other costs
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—
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128
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—
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192
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Operating income
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407
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302
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|
591
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408
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Interest expense, net
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75
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78
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|
150
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157
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Income before income taxes
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332
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|
224
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441
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251
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Provision for income taxes
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124
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84
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|
167
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94
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Net income
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$
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208
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$
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140
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$
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274
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$
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157
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Net income per share:
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Basic
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$
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1.24
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$
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0.77
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$
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1.62
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$
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0.86
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Diluted
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$
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1.24
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$
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0.77
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$
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1.62
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$
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0.86
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(Dollars in Millions, Except per Share Data)
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Common Stock
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Paid-In Capital
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Treasury Stock
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Accumulated Other Comprehensive Loss
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Retained Earnings
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||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Total
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||||||||||||||||||
Balance at January 28, 2017
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371
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$
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4
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|
$
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3,003
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(197
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)
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$
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(10,338
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)
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$
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(14
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)
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$
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12,522
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$
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5,177
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Comprehensive income
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—
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—
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—
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—
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—
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2
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274
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|
276
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|
||||||
Stock options and awards,
net of tax |
1
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—
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23
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—
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(12
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)
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—
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—
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11
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Dividends paid ($1.10 per common share)
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—
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—
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—
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—
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4
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—
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(190
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)
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(186
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)
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Treasury stock purchases
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—
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—
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—
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(6
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)
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(250
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)
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—
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—
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(250
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)
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||||||
Balance at July 29, 2017
|
372
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|
$
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4
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|
$
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3,026
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(203
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)
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$
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(10,596
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)
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$
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(12
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)
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$
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12,606
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$
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5,028
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(Dollars in Millions)
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Six Months Ended
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|||||
July 29,
2017 |
July 30,
2016 |
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Operating activities
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Net income
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$
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274
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$
|
157
|
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Adjustments to reconcile net income to net cash provided by operating activities:
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|
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Depreciation and amortization
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482
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468
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Share-based compensation
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21
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22
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Deferred income taxes
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(2
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)
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(74
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)
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||
Other non-cash revenues and expenses
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(5
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)
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14
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|
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Impairments, store closing and other costs
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—
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57
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|
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Changes in operating assets and liabilities:
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|
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Merchandise inventories
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(53
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)
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114
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|
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Other current and long-term assets
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32
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8
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Accounts payable
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(137
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)
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124
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|
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Accrued and other long-term liabilities
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(172
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)
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(69
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)
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Income taxes
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(64
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)
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25
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|
||
Net cash provided by operating activities
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376
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|
846
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Investing activities
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|
|
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Purchases of property and equipment
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(399
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)
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(340
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)
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Proceeds from sales of property and equipment
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16
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|
3
|
|
||
Net cash used in investing activities
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(383
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)
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(337
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)
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Financing activities
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|
|
||||
Treasury stock purchases
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(250
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)
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(267
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)
|
||
Shares withheld for taxes on vested restricted shares
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(12
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)
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(14
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)
|
||
Dividends paid
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(186
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)
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(182
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)
|
||
Capital lease and financing obligation payments
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(67
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)
|
(63
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)
|
||
Proceeds from stock option exercises
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—
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6
|
|
||
Proceeds from financing obligations
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—
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4
|
|
||
Net cash used in financing activities
|
(515
|
)
|
(516
|
)
|
||
Net decrease in cash and cash equivalents
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(522
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)
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(7
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,074
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|
707
|
|
||
Cash and cash equivalents at end of period
|
$
|
552
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|
$
|
700
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|
Supplemental information
|
|
|
||||
Interest paid, net of capitalized interest
|
$
|
100
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|
$
|
102
|
|
Income taxes paid
|
233
|
|
153
|
|
||
Non-cash investing and financing activities
|
|
|
||||
Property and equipment acquired through additional liabilities
|
$
|
37
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|
$
|
24
|
|
•
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Net tax detriments related to share-based compensation awards of $2 million for the quarter ended July 29, 2017 and $7 million for the six months ended July 29, 2017 were recognized as increases to income tax expense in our Statements of Income. Prior to adoption of the new standard, this amount would have been recorded as a decrease in additional paid-in capital in our Balance Sheet. This change was accounted for prospectively and will likely create volatility in our future effective tax rate.
|
•
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Accounting rules require us to use the treasury stock method when calculating potential common shares used to determine diluted earnings per share. The new standard requires that assumed proceeds under the treasury stock method be modified to exclude the amount of excess tax benefits that would have been recognized in additional paid-in capital. These changes were applied on a prospective basis and had an immaterial impact on our weighted average common shares outstanding for the quarter and six months ended July 29, 2017.
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•
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The new standard requires that excess tax benefits from share-based employee awards be reported as operating activities in the Statements of Cash Flows. Previously, these cash flows were included in financing activities. We elected to retrospectively apply the presentation requirements. The retrospective application had no impact on our net cash provided by operations and net cash used in financing activities for the six months ended July 30, 2016
.
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(Dollars in Millions)
|
Store Lease
Operations
|
Severance
|
Total
|
||||||
Balance - January 28, 2017
|
$
|
103
|
|
$
|
3
|
|
$
|
106
|
|
Payments
|
(5
|
)
|
(2
|
)
|
(7
|
)
|
|||
Balance - July 29, 2017
|
$
|
98
|
|
$
|
1
|
|
$
|
99
|
|
Maturity
(Dollars in Millions)
|
Effective
Rate
|
Coupon Rate
|
Outstanding
|
||||
2021
|
4.81
|
%
|
4.00
|
%
|
$
|
650
|
|
2023
|
3.25
|
%
|
3.25
|
%
|
350
|
|
|
2023
|
4.78
|
%
|
4.75
|
%
|
300
|
|
|
2025
|
4.25
|
%
|
4.25
|
%
|
650
|
|
|
2029
|
7.36
|
%
|
7.25
|
%
|
99
|
|
|
2033
|
6.05
|
%
|
6.00
|
%
|
166
|
|
|
2037
|
6.89
|
%
|
6.88
|
%
|
150
|
|
|
2045
|
5.57
|
%
|
5.55
|
%
|
450
|
|
|
|
4.88
|
%
|
|
$
|
2,815
|
|
|
Stock Options
|
Nonvested Stock Awards
|
Performance Share Units
|
||||||||||||
(Shares and Units in Thousands)
|
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average Grant Date Fair Value
|
Units
|
Weighted
Average Grant Date Fair Value
|
|||||||||
Balance - January 28, 2017
|
2,350
|
|
$
|
53.29
|
|
2,163
|
|
$
|
52.75
|
|
512
|
|
$
|
57.82
|
|
Granted
|
—
|
|
—
|
|
1,200
|
|
38.37
|
|
320
|
|
40.76
|
|
|||
Exercised/vested
|
—
|
|
—
|
|
(638
|
)
|
52.58
|
|
(105
|
)
|
57.58
|
|
|||
Forfeited/expired
|
(773
|
)
|
58.47
|
|
(123
|
)
|
49.91
|
|
—
|
|
—
|
|
|||
Balance - July 29, 2017
|
1,577
|
|
$
|
50.75
|
|
2,602
|
|
$
|
46.29
|
|
727
|
|
$
|
50.34
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
(Dollar and Shares in Millions, Except per Share Data)
|
July 29,
2017 |
July 30,
2016 |
July 29,
2017 |
July 30,
2016 |
||||||||
Numerator—Net income
|
$
|
208
|
|
$
|
140
|
|
$
|
274
|
|
$
|
157
|
|
Denominator—Weighted average shares:
|
|
|
|
|
||||||||
Basic
|
168
|
|
180
|
|
169
|
|
182
|
|
||||
Impact of dilutive stock-based awards
|
—
|
|
1
|
|
—
|
|
—
|
|
||||
Diluted
|
168
|
|
181
|
|
169
|
|
182
|
|
||||
Antidilutive shares
|
3
|
|
5
|
|
3
|
|
4
|
|
||||
Net income per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.24
|
|
$
|
0.77
|
|
$
|
1.62
|
|
$
|
0.86
|
|
Diluted
|
$
|
1.24
|
|
$
|
0.77
|
|
$
|
1.62
|
|
$
|
0.86
|
|
•
|
Inventory dollars per store decreased 2%.
|
•
|
Gross margin as a percentage of sales decreased 6 basis points to 39.4%. Increases which resulted from continued inventory management and improved markdown levels were more than offset by shipping costs.
|
•
|
Selling, general and administrative expenses (“SG&A”) decreased $3 million. As a percent of sales, SG&A deleveraged 12 basis points.
|
|
Quarter
|
Year to Date
|
||||||||||||
(Dollars in Millions)
|
2017
|
2016
|
Change
|
2017
|
2016
|
Change
|
||||||||
Gross margin
|
$1,633
|
$1,650
|
$
|
(17
|
)
|
$3,031
|
$3,062
|
$
|
(31
|
)
|
||||
As a percent of net sales
|
39.4
|
%
|
39.5
|
%
|
(6) bp
|
|
38.0
|
%
|
37.6
|
%
|
39 bp
|
|
(Dollars In Millions)
|
Quarter
|
Year to Date
|
||||
Marketing, excluding credit card operations
|
$
|
(6
|
)
|
$
|
(30
|
)
|
Store expenses
|
(5
|
)
|
(16
|
)
|
||
Increase in net profits from credit card operations
|
(4
|
)
|
(2
|
)
|
||
Corporate expenses
|
9
|
|
5
|
|
||
Distribution costs
|
3
|
|
7
|
|
||
Total decrease
|
$
|
(3
|
)
|
$
|
(36
|
)
|
|
Quarter
|
Year to Date
|
||||||||||||||||
(Dollars in Millions)
|
2017
|
2016
|
Change
|
2017
|
2016
|
Change
|
||||||||||||
Depreciation and amortization
|
$
|
243
|
|
$
|
234
|
|
$
|
9
|
|
$
|
482
|
|
$
|
468
|
|
$
|
14
|
|
Interest expense, net
|
75
|
|
78
|
|
(3
|
)
|
150
|
|
157
|
|
(7
|
)
|
||||||
Impairments, store closing and other costs
|
—
|
|
128
|
|
(128
|
)
|
—
|
|
192
|
|
(192
|
)
|
||||||
Provision for income taxes
|
124
|
|
84
|
|
40
|
|
167
|
|
94
|
|
73
|
|
||||||
Effective tax rate
|
37.4
|
%
|
37.5
|
%
|
(10) bps
|
|
37.9
|
%
|
37.5
|
%
|
40 bps
|
|
|
Quarter
|
|||||||||||||||||
|
2017
|
2016
|
||||||||||||||||
|
Income before Income Taxes
|
Net Income
|
Earnings Per Diluted Share
|
Income before Income Taxes
|
Net Income
|
Earnings Per Diluted Share
|
||||||||||||
(Dollars in Millions, Except per Share Data)
|
||||||||||||||||||
GAAP
|
$
|
332
|
|
$
|
208
|
|
$
|
1.24
|
|
$
|
224
|
|
$
|
140
|
|
$
|
0.77
|
|
Impairments, store closing and other costs
|
—
|
|
—
|
|
—
|
|
128
|
|
81
|
|
0.45
|
|
||||||
Adjusted (Non-GAAP)
|
$
|
332
|
|
$
|
208
|
|
$
|
1.24
|
|
$
|
352
|
|
$
|
221
|
|
$
|
1.22
|
|
|
Year to Date
|
|||||||||||||||||
|
2017
|
2016
|
||||||||||||||||
|
Income before Income Taxes
|
Net Income
|
Earnings Per Diluted Share
|
Income before Income Taxes
|
Net Income
|
Earnings Per Diluted Share
|
||||||||||||
(Dollars in Millions, Except per Share Data)
|
||||||||||||||||||
GAAP
|
$
|
441
|
|
$
|
274
|
|
$
|
1.62
|
|
$
|
251
|
|
$
|
157
|
|
$
|
0.86
|
|
Impairments, store closing and other costs
|
—
|
|
—
|
|
—
|
|
192
|
|
122
|
|
0.67
|
|
||||||
Adjusted (Non-GAAP)
|
$
|
441
|
|
$
|
274
|
|
$
|
1.62
|
|
$
|
443
|
|
$
|
279
|
|
$
|
1.53
|
|
|
Moody’s
|
Standard & Poor’s
|
Fitch
|
Long-term debt
|
Baa2
|
BBB-
|
BBB
|
(Dollars in Millions)
|
2017
|
2016
|
Decrease in Free Cash Flow
|
||||||
Net cash provided by operating activities
|
$
|
376
|
|
$
|
846
|
|
$
|
(470
|
)
|
Acquisition of property and equipment
|
(399
|
)
|
(340
|
)
|
(59
|
)
|
|||
Capital lease and financing obligation payments
|
(67
|
)
|
(63
|
)
|
(4
|
)
|
|||
Proceeds from financing obligations
|
—
|
|
4
|
|
(4
|
)
|
|||
Free cash flow
|
$
|
(90
|
)
|
$
|
447
|
|
$
|
(537
|
)
|
(Dollars in Millions)
|
July 29, 2017
|
July 30, 2016
|
||||
Working capital
|
$
|
2,125
|
|
$
|
2,152
|
|
Current ratio
|
1.81
|
|
1.77
|
|
||
Debt/capitalization
|
47.6
|
%
|
47.0
|
%
|
(Dollars in Millions)
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
April 30 - May 27, 2017
|
907,813
|
|
$
|
38.27
|
|
894,626
|
|
$
|
1,716
|
|
May 28 - July 1, 2017
|
960,487
|
|
37.35
|
|
957,638
|
|
1,680
|
|
||
July 2 – July 29, 2017
|
624,431
|
|
39.03
|
|
596,669
|
|
1,657
|
|
||
Total
|
2,492,731
|
|
$
|
38.11
|
|
2,448,933
|
|
$
|
1,657
|
|
|
|
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Form of Executive Performance Share Unit Agreement pursuant to the Kohl's Corporation 2017 Long Term Compensation Plan*
|
|
|
|
10.2
|
|
Form of Executive Restricted Stock Agreement pursuant to the Kohl's Corporation 2017 Long Term Compensation Plan*
|
|
|
|
10.3
|
|
Employment agreement between Kohl's Department Stores, Inc. and Kohl's Corporation and Bruce H. Besanko effective as of July 10, 2017, incorporated by reference to Exhibit 10.2 of the Company's current report on form 8-K dated July 10, 2017*
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
Kohl’s Corporation
(Registrant)
|
|
|
|
Date:
|
August 31, 2017
|
/s/ Bruce Besanko
|
|
|
Bruce Besanko
On behalf of the Registrant and as Chief Financial Officer
(Principal Financial Officer)
|
Executive
|
Employee ID
|
Grant Date
|
Target Number of Performance Share Units
|
(a)
|
[Weighting (%)] of the Shares are earned based on [Metric 1] during the Performance Period
|
[Metric 1] for Performance Period
|
Percentage of Target Number of Performance Share Units Earned
|
Less than []% of Financial Plan for [Metric 1]
|
[]%
|
[]% of Financial Plan for [Metric 1]
|
[]%
|
Financial Plan for [Metric 1]
|
[]%
|
[]% of Financial Plan for [Metric 1]
|
[]%
|
(b)
|
[Weighting (%)] of the Shares are earned based on [Metric 2] during the Performance Period
|
[Metric 2] for Performance Period
|
Percentage of Target Number of Performance Share Units Earned
|
Less than []% of Financial Plan for [Metric 2]
|
[]%
|
[]% of Financial Plan for [Metric 2]
|
[]%
|
Financial Plan for [Metric 2]
|
[]%
|
[]% of Financial Plan for [Metric 2]
|
[]%
|
(c)
|
If the Company’s [Metric 1] or [Metric 2] performance results fall between any of the specified levels in subparagraphs (a) or (b) above, (e.g., between []% and Financial Plan for [Metric 1]), the actual number of Performance Share Units which shall be earned shall be determined based on a straight-line, mathematical interpolation between the applicable percentages set forth above, rounded up to the nearest whole share.
|
(d)
|
If Threshold levels of either [Metric 2] or [Metric 1] are not achieved during the Performance Period, a Threshold (minimum) level Peer Performance Index payout will be made with respect to the [Metric 2] and/or [Metric 1] performance objectives if the Company beats the respective Peer Performance Index comparing the Company’s performance with respect to [Comparable Metric to Metric 2] and/or [Comparable Metric to Metric 1] to that of a weighted average of the Company’s Core Peer Group during the Performance Period. Calculations with respect to the Company’s performance relative to the Core Peer Group shall be made by the Company and certified by the Company’s Board of Directors’ Compensation Committee, in the Compensation Committee’s sole discretion.
|
1)
|
In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain a Peer Company.
|
2)
|
In the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company.
|
3)
|
In the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company, a “going private” transaction involving a Peer Company or the liquidation of a Peer Company, where the Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Company.
|
4)
|
In the event of a bankruptcy of a Peer Company, such company shall remain a Peer Company.
|
Executive
|
Employee ID
|
Grant Date
|
Number of Restricted Shares
|
|
Shares
Vesting
|
|
[]%
|
|
[]%
|
|
[]%
|
|
[]%
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kohl's Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 31, 2017
|
/s/ Kevin Mansell
|
|
|
Kevin Mansell
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kohl's Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
August 31, 2017
|
/s/ Bruce Besanko
|
|
|
Bruce Besanko
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
This Quarterly Report on Form 10-Q of the Company for the quarterly period ended
July 29, 2017
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
August 31, 2017
|
/s/ Kevin Mansell
|
|
|
Kevin Mansell
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
1.
|
This Quarterly Report on Form 10-Q of the Company for the quarterly period ended July 29, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
August 31, 2017
|
/s/ Bruce Besanko
|
|
|
Bruce Besanko
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|